Governance Information • Feb 25, 2025
Governance Information
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Under Section 161 of the German Stock Corporation Act, the Management Board and Supervisory Board of Nordex SE as a listed company are required to issue a declaration once a year confirming compliance with the recommendations of the Government Commission on the German Corporate Governance Code issued by the German Federal Ministry of Justice (BMJV) and published in the official part of the Federal Gazette (Bundesanzeiger) and stating which recommendations have not been implemented in the past and are currently not being implemented. This declaration must be made permanently available to the shareholders. The Company published its declarations of conformity for the past few years online at https://ir.nordex-online.com/websites/Nordex/English/6000/corporate-governance.html.
The updated declaration of conformity dated 25 February 2025 is reproduced as follows:
The Management Board and Supervisory Board of Nordex SE have updated their Compliance Declaration for 2024 dated 20 February 2024 and hereby declare as follows:
Since the last Compliance Declaration dated 20 February 2024, the Management Board and the Supervisory Board of Nordex SE (Company) have complied with the recommendations of the Government Commission on the German Corporate Governance Code published in the official part of the Federal Law Gazette (Bundesanzeiger) in its version as of 28 April 2022 (GCGC 2022), save for the deviations described hereinafter. This will also continue to be the case in the future, unless otherwise outlined below.
Article A. 2 GCGC 2022 - Appointments to Management Positions (Diversity)
The Management Board does not comply with the recommendation in Article A. 2 GCGC 2022 because appointments to management positions in the Company are made regardless of gender and are exclusively guided by the qualifications of the individuals available. For this reason, the target quota for women at the two management levels directly below the Management Board as determined by the Management Board of Nordex SE does not and for the foreseeable future will not amount to the $30 \%$ desired by law, but to a lower percentage.
When determining the composition of the Management Board, the Supervisory Board of Nordex SE was guided solely by qualification for the position and not specifically by the gender of the relevant candidates. Irrespective of that, the Supervisory Board did consider the underrepresented gender in any of its appointments in the event of equal qualification. However, the Supervisory Board would like to expressly state that it does value and will strive for diversity. On 4 December 2024 the target quota for women on the Management Board to be achieved until 31 December 2029 was set at $25 \%$.
Contrary to Articles B. 5 and C. 2 GCGC 2022, the Supervisory Board of Nordex SE has not determined fixed age limits for membership of the Management Board and the Supervisory Board. Age alone is not decisive for the capabilities, suitability and independence of a current or potential member of the Company's corporate bodies.
Hamburg, 25 February 2025
Management Board Supervisory Board
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